The URL can be used to link to this page

Home My WebLink AboutButier Engineering Inc; 2016-09-29; TRAN1477TRAN1477 City Attorney Approved Version 1/30/13 1 RATIFICATION OF AMENDMENT NO. 3 AND AMENDMENT NO. 4 TO EXTEND THE MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES BUTIER ENGINEERING, INC. This ratification of Amendment No. 3 and Amendment No. 4 is entered into and effective as of the _______ day of ___________________________, 2019, ratifying and extending the agreement dated September 29, 2016 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Butier Engineering, Inc., (“Contractor") (collectively, the “Parties”) for as-needed horizontal construction management and inspection services. RECITALS A.On May 24, 2017, the Parties executed Amendment No. 1 to alter the Agreement’soriginal scope of work to reduce the annual dollar amount of the Agreement by three hundred thousand dollars ($300,000) for a revised Agreement amount of five hundred thousand dollars ($500,000), and reduce subsequent extensions per the original Agreement by three hundred thousand dollars ($300,000); and B.On September 13, 2017, the Parties executed Amendment No. 2 to extend and fund the Agreement for a one (1) year term through September 29, 2018; and C.On September 10, 2018, the Parties executed Amendment No. 3 to extend and fund the Agreement for a one (1) year term through September 29, 2019; and D.The Parties have continuously performed, and continued to perform, under theAgreement although the City signatory to Amendment No. 3 lacked proper authority to sign; and E.The Parties desire to ratify Amendment No. 3 to the Agreement, retroactive toSeptember 10, 2018; and F.The Parties desire to extend the Agreement for an additional period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. Amendment No. 3 to the Agreement is hereby ratified, retroactive to September 10, 2018. 2. The Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on 28, 2020, on a time and materials basis not-to-exceed five hundred thousand dollars ($500,000). 3. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. DocuSign Envelope ID: 6AA548DA-DC78-4559-AF20-30A98A340043 August 26th TRAN1477 City Attorney Approved Version 1/30/13 2 5. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR, BUTIER ENGINEERING, INC. a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Scott Chadwick, City Manager Mark Butier, Vice-President (print name/title) ATTEST: By: (sign here) For Barbara Engleson, City Clerk Mark Butier, CFO (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Deputy City Attorney DocuSign Envelope ID: 6AA548DA-DC78-4559-AF20-30A98A340043 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 6/26/2019 Dealey,Renton &AssociatesLicense#0020739P.O.Box 12675OaklandCA94604-2675 Nancy Ferrick 510-465-3090 510-452-2193 certificates@dealeyrenton.com American Automobile Ins.Co.21849 BUTIEENGI Travelers Casualty &Surety Co.America 31194ButierEngineering,Inc.Tustin Financial Center17822E17thStSuite404TustinCA92780 1454632077 A X 1,000,000 X 1,000,000 10,000 1,000,000 2,000,000 X Y Y MZG80995613 6/25/2019 6/25/2020 2,000,000 A 1,000,000 X X X Y Y MZA80339109 6/25/2019 6/25/2020 A X 4,000,000 X Y CGX32403107 6/25/2019Y 6/25/2020 4,000,000 A X N Y SCW0095811901 7/1/2019 7/1/2020 1,000,000 1,000,000 1,000,000 B ProfessionalLiability 107108511 6/25/2019 6/25/2020 $1,000,000$2,000,000 per ClaimAnnualAggregate RE:Agreement Number :TRAN1559 -As-Needed Horiz Con Mgmt Ins (CMWD).The City of Carlsbad,(or if applicable the City of Carlsbad RedevelopmentAgency,Housing Authority or Carlsbad Municipal Water District)its officials,employees and volunteers are named as Additional Insured for General and AutoLiability.Insurance is Primary and Non Contributory per policy form.A Waiver of Subrogation applies to General Liability,Auto Liability and Workers'Compensation.Schedule of Underlying Coverage to Umbrella:General Liability,Auto Liability and Employer's Liability.The Umbrella is follow form.Cancellation Notice:30 Days/10 Days for Non-Payment of Premium. 30 Days Notic of Cancellation City of Carlsbad/CMWDc/o EXIGIS Insurance Compliance ServicesP.O.Box 4668 -ECM #35050NewYorkNY10163-4668 Policy Number: MZG80995613 Policy Number: MZG80995613 Policy Number: MZA80339109 TRAN1477 City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 3 TO EXTEND AND AMEND MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES BUTIER ENGINEERING, INC. This Amendment No. 3 is entered into and effective as of the _______ day of ___________________________, 2018, extending and amending the agreement dated September 29, 2016 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Butier Engineering, Inc., a California corporation, (“Contractor") (collectively, the “Parties”) for as-needed horizontal construction management and inspection services. RECITALS A. On May 24, 2017, the Parties executed Amendment No. 1 to alter the Agreement’s original scope of work to reduce the annual dollar amount of the Agreement by three hundred thousand dollars ($300,000) for a revised Agreement amount of five hundred thousand dollars ($500,000), and reduce subsequent extensions per the original Agreement by three hundred thousand dollars ($300,000); and B. On September 13, 2017, the Parties executed Amendment No. 2 to extend and fund the Agreement for a one (1) year term through September 29, 2018; and C. The Parties desire to extend and fund the Agreement for an additional period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended and funded for a period of one (1) year ending on September 29, 2019, on a time and materials basis not-to-exceed five hundred thousand dollars ($500,000). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /// /// /// /// /// DocuSign Envelope ID: 7AC14893-1043-462E-A6B9-3F97F3EEAFC7 September 10th TRAN1477 City Attorney Approved Version 1/30/13 2 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR, BUTIER ENGINEERING, INC., a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) For Scott Chadwick, City Manager Mark Butier/Vice-President (print name/title) ATTEST: By: (sign here) FOR BARBARA ENGLESON Mark Butier/CFO City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Deputy City Attorney DocuSign Envelope ID: 7AC14893-1043-462E-A6B9-3F97F3EEAFC7 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 6/26/2018 Dealey,Renton &AssociatesLicense#0020739P.O.Box 12675OaklandCA94604-2675 Nancy Ferrick 510-465-3090 510-452-2193 nferrick@dealeyrenton.com American Automobile Ins.Co.21849 BUTIEENGI XL Specialty Insurance Co.37885ButierEngineering,Inc.Tustin Financial Center17822E17thSt.,Suite 404TustinCA92780 1260358973 A X 1,000,000 X 1,000,000 10,000 1,000,000 2,000,000 X Y Y MZG80986234 6/25/2018 6/25/2019 2,000,000 A 1,000,000 X X X Y Y MZA80986243 6/25/2018 6/25/2019 A X 4,000,000 X Y CGX49052657 6/25/2018Y 6/25/2019 4,000,000 A X N Y SCW0038941 7/1/2018 7/1/2019 1,000,000 1,000,000 1,000,000 B ProfessionalLiability DPR9927755 6/25/2018 6/25/2019 $1,000,000$2,000,000 per ClaimAnnualAggregate RE:Agreement Number :TRAN1477 -As-Needed Horizontal Cons Mgmt &Inspect.The City of Carlsbad,(or if applicable the City of Carlsbad RedevelopmentAgency,Housing Authority or Carlsbad Municipal Water District)its officials,employees and volunteers are named as Additional Insured for General and AutoLiability.Insurance is Primary and Non Contributory per policy form.A Waiver of Subrogation applies to General Liability,Auto Liability and Workers'Compensation.Schedule of Underlying Coverage to Umbrella:General Liability,Auto Liability and Employer's Liability.The Umbrella is follow form.Cancellation Notice:30 Days/10 Days for Non-Payment of Premium. 30 Days Notic of Cancellation City of Carlsbad/CMWDc/o EXIGIS Insurance Compliance ServicesP.O.Box 4668 -ECM #35050NewYorkNY10163-4668 As required by written contract As required by written contract S A M P L E SAMPLE MultiCover - CG 71 58 04 13 Policy Amendment(s) Commercial General Liability Coverage Form Your Commercial General Liability Coverage Form is revised as follows: 1.Broadened Named Insured A. SECTION II - WHO IS AN INSURED, item 3., is deleted and replaced by the follow- ing: 3. Any organization that you own at the inception of this policy, or newly acquire or form during the policy period, and over which you maintain during the pol- icy period majority ownership or major- ity interest, will qualify as a Named Insured if: a. There is no other similar insurance available to that organization; and b. The first Named Insured shown in the Declarations has the responsi- bility of placing insurance for that organization; and c. That organization is incorporated or organized under the laws of the United States of America. However: (1) Coverage under this provision 3 is afforded only until the next occur- ring annual anniversary of the be- ginning of the policy period shown in the Declarations, or the end of the policy period, whichever is earlier; and (2) Coverage A does not apply to bodily injury or property damage that oc- curred before you acquired or formed the organization; and (3) Coverage B does not apply to per- sonal and advertising injury arising out of an offense committed before you acquired or formed the organ- ization. B. SECTION II - WHO IS AN INSURED, the last paragraph, is deleted and replaced by the following: No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture, or limited liability company that is not shown as a Named In- sured in the Declarations. However, this does not apply to a limited liability company that meets all of the conditions in Section II - Who Is An Insured, item 3., above. 2.Additional Insured If an Additional Insured endorsement is attached to this policy that specifically names a person or organization as an additional insured, then this Section 2. Additional Insured does not apply to such person or organization. SECTION II - WHO IS AN INSURED, sub- section 2.e., is added as follows: e. Any person or organization is included as an additional insured, but only to the extent such person or organization is legally obligated to pay for bodily injury,property damage or personal and advertising injury caused by your acts or omissions. With respect to the insur- ance afforded to such additional insured, all of the following additional provisions apply: This Form must be attached to Change Endorsement when issued after the policy is written. One of the Fireman’s Fund Insurance Companies as named in the policy CG7158 4-13 Copyright 2013, Fireman’s Fund Insurance Company, Novato, CA. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.Page 1 of 7 MZG80986234 S A M P L E SAMPLE (1)You and such person or organization have agreed in a written insured contract that such person or organization be added as an additional insured under this policy; (2)The bodily injury,property damage or personal and advertising injury for which said person or organization is legally ob- ligated to pay occurs subsequent to the execution of such insured contract; (3)The most we will pay is the lesser of either the amount of insurance available under the applicable Limits of Insurance shown in the Declarations or the limits of insurance required by the insured contract; (4)The insurance afforded to such additional insured only applies to the extent per- mitted by law; (5)Such person or organization is an addi- tional insured only with respect to: (a)Their ownership,maintenance,or use of that part of the premises,or land,owned by,rented to,or leased to you,except such person or or- ganization is not an insured with re- spect to structural alterations,new construction or demolition oper- ations performed by or on behalf of such person or organization; (b)Your ongoing operations performed for that insured; (c)Their financial control of you,ex- cept such person or organization is not an insured with respect to struc- tural alterations,new construction or demolition operations performed by or on behalf of such person or organization; (d)The maintenance,operation or use by you of equipment leased to you by such person or organization; (e)Operations performed by you or on your behalf and for which a state or political subdivision has issued a permit,provided such operations are not performed for such state or pol- itical subdivision,and are not in- cluded within the products-completed operations hazard;or (f)Their liability as a grantor of a fran- chise to you. (6)This insurance does not apply to bodily injury,property damage,personal and advertising injury,occurrence or offense: (a)Which takes place at a particular premises after you cease to be a tenant of that premises; (b)Which takes place after all work,in- cluding materials,parts or equip- ment furnished in connection with such work to be performed by or on behalf of the additional insured at the site of the covered operations, has been completed; (c)Which takes place after that portion of your work out of which the injury or damage arises has been put to its intended use by any other person or organization other than another contractor or subcontractor engaged in performing operations for a prin- cipal as part of the same project;or (d)Which takes place after the expira- tion of any equipment lease to which (4)(d)above applies; (7)With respect to architects,engineers or surveyors,coverage does not apply to bodily injury,property damage or per- sonal and advertising injury arising out of the rendering or failure to render any professional services by or for you,in- cluding: (a)The preparing,approving,or failing to prepare or approve,maps,shop drawings,opinions,reports,surveys, field orders,change orders,or draw- ings and specifications;or (b)Supervisory,inspection,architec- tural,or engineering services. CG7158 4-13 Copyright 2013,Fireman’s Fund Insurance Company,Novato,CA.All rights reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission.Page 2 of 7 S A M P L E SAMPLE These exclusions apply even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring,employment,training or moni- toring of others by that insured,if the occurrence which caused the bodily injury or property damage,or the offense which caused the personal or advertising injury involved the rendering of or the failure to render any professional services by or for you. 3.Additional Insured -Vendors If an Additional Insured Vendors endorsement is attached to this policy that specifically names a person or organization as an additional insured, then this Section 3.Additional Insured -Vendors does not apply to that person or organization. Unless the products-completed operations hazard is excluded from this policy,SECTION II -WHO IS AN INSURED,item 2.f.is added as follows: f.Any vendor of yours is included as an addi- tional insured,but only with respect to bodily injury or property damage caused by your products which are distributed or sold in the regular course of the vendor’s business,sub- ject to the following additional exclusions: (1)The insurance afforded such vendor does not apply to: (a)Bodily injury or property damage for which the vendor is obligated to pay damages by reason of the assump- tion of liability in a contract or agreement.This exclusion does not apply to liability for damages that the vendor would have in the ab- sence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging,unless unpacked solely for the purpose of inspection,dem- onstration,testing,or the substi- tution of parts under instructions from the manufacturer,and then re- packaged in the original container; (e)Any failure to make such in- spections,adjustments,tests or ser- vicing as the vendor has agreed to make or normally undertakes to make in the usual course of busi- ness,in connection with the distrib- ution or sale of the products; (f)Demonstration,installation,servic- ing or repair operations,except such operations performed by the vendor in full compliance with the man- ufacturer’s written instructions at the vendor’s premises in connection with the sale of the product; (g)Products which,after distribution or sale by you,have been labeled or relabeled or used as a container,part or ingredient of any other thing or substance by or for the vendor;or (h)Bodily injury or property damage arising out of the liability of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. (2)This insurance does not apply to any in- sured person or organization from whom you have acquired such products or any ingredient,part or container,entering into,accompanying or containing such products; (3)The most we will pay is the lesser of ei- ther the amount of insurance available under the applicable Limits of Insurance shown in the Declarations or the limits of insurance required by the contract or agreement;and (4)The insurance afforded to such vendor only applies to the extent permitted by law. 4.Additional Insured -Limited Primary and Non- contributory Provision The following is added as a second paragraph to Section IV Conditions,Condition 4.Other Insur- ance,following paragraph b.(2): CG7158 4-13 Copyright 2013,Fireman’s Fund Insurance Company,Novato,CA.All rights reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission.Page 3 of 7 S A M P L E SAMPLE However,if you have added any person,organiza- tion or vendor of yours as an additional insured to this policy by way of this MultiCover endorse- ment and have agreed in a written insured contract that this insurance is primary and non-contribu- tory with other insurance available to that addi- tional insured,this insurance is primary and we will not seek contribution from such additional insured’s other insurance,provided that the addi- tional insured is a Named Insured under such other insurance. 5.Waiver of Subrogation SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS,item 8.,is deleted and replaced by the following: 8.Transfer of Rights of Recovery Against Oth- ers to Us and Blanket Waiver of Subrogation a.If the insured has rights to recover all or part of any payment we have made under this Coverage Part,those rights are transferred to us.The insured must do nothing after the loss to impair those rights.At our request,the insured will bring suit or transfer those rights to us and help us enforce them. b.If required by a written insured contract executed prior to the occurrence or of- fense,we waive any right of recovery we may have against any person or organ- ization named in such insured contract, because of payments we make for injury or damage arising out of your operations or your work for that person or organ- ization. 6.Cancellation -90 Days Common Policy Conditions endorsement IL0017, A.Cancellation,item 2.b.is deleted and replaced by the following: b.90 days before the effective date of cancella- tion if we cancel for any other reason. 7.Liberalization SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS ,the following is ad- ded as an additional Condition: Liberalization If we adopt a change in our forms or rules which would broaden the coverage provided by any form that is a part of this policy without an extra premium charge,the broader coverage will apply to this policy.This extension is effective upon the approval of such broader coverage in your state. 8.Fire,Explosion,Sprinkler Leakage,or Lightning Legal Liability Coverage A.SECTION I -COVERAGES,COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY,2.Exclusions,the last paragraph,is deleted and replaced by the following: Exclusions c.through n.do not apply to damage by fire,explosion,sprinkler leakage, or lightning to premises while: 1.Rented to you; 2.Temporarily occupied by you with the permission of the owner;or 3.Managed by you under a written agree- ment with the owner. A separate limit of insurance applies to this coverage as described in Section III -LIMITS OF INSURANCE. B.SECTION III -LIMITS OF INSURANCE, item 6.,is deleted and replaced by the follow- ing: 6.Subject to 5.above,the Damage to Premises Rented To You Limit shown in the Declarations,for property damage to any one premises while rented to you, or in the case of damage by fire,explo- sion,sprinkler leakage,or lightning while rented to you,temporarily occupied by you with the permission of the owner, or managed by you under a written agreement with the owner,is the greater of: a.$1,000,000 Any One Premises;or b.The Damage To Premises Rented To You Limit shown in the Decla- rations. CG7158 4-13 Copyright 2013,Fireman’s Fund Insurance Company,Novato,CA.All rights reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission.Page 4 of 7 S A M P L E SAMPLE C.SECTION IV -COMMERCIAL GEN- ERAL LIABILITY CONDITIONS,4. Other Insurance,b.Excess Insurance,(1)(a), items (i)and (iii),are deleted and replaced by the following: (i)That is Fire,Explosion,Sprinkler Leak- age,or Lightning insurance for premises while rented to you,temporarily occu- pied by you with permission of the owner,or managed by you under a writ- ten agreement with the owner; (iii)That is insurance purchased by you to cover your liability as a tenant for property damage to premises rented to you,temporarily occupied by you with the permission of the owner,or managed by you under a written agreement with the owner;or D.SECTION V -DEFINITIONS,9.Insured Contract,item a.,is deleted and replaced by the following: (a)A contract for a lease of premises. However,that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire,explosion,sprinkler leakage,or lightning to premises while rented to you, temporarily occupied by you with per- mission of the owner,or managed by you under a written agreement with the owner,is not an insured contract; 9.Damage to Invitees’Automobiles from Falling Trees or Tree Limbs -Limited Coverage This coverage applies to direct physical damage to automobiles owned by invitees subject to all of the following: 1.Provided such damage originates from trees on premises owned,managed,leased or rented by an insured; 2.Coverage applies only to invitees of an in- sured or an insured’s tenant; 3.Such damage is directly caused by wind-dri- ven falling trees or tree limbs; 4.The most we will pay for any one loss is the lowest of: a.the actual cash value of the damaged au- tomobile as of the time of the loss;or b.the cost of repairing the damaged auto- mobile;or c.the cost of replacing the damaged auto- mobile with another automobile of like kind and quality. Regardless of the number of occurrences, losses or claims,this coverage is subject to a limit of $25,000 in any one policy period; 5.This coverage is not subject to the General Liability General Aggregate Limit;and 6.We will make payments under this coverage without regard to fault. 10.Non-Owned or Chartered Watercraft SECTION I -COVERAGES,COVERAGE A BODILY INJURY AND PROPERTY DAM- AGE LIABILITY,2.Exclusions,item g.Aircraft, Auto,or Watercraft,item (2),is deleted and re- placed by the following: (2)A watercraft you do not own that is: (a)Less than 51 feet long;and (b)Not being used for public transportation or as a common carrier; 11.Chartered Aircraft SECTION I -COVERAGES,COVERAGE A BODILY INJURY AND PROPERTY DAM- AGE LIABILITY,2.Exclusions,g.Aircraft, Auto Or Watercraft,item (6),is added as follows: (6)An aircraft in which you have no ownership interest and that you have chartered with crew. 12.Coverage Territory -Broadened SECTION V -DEFINITIONS,item 4.a.,is de- leted and replaced by the following: a.The United States of America (including its territories and possessions),Puerto Rico, Canada,Bermuda,the Bahamas,The Cayman Islands,and the British Virgin Islands; CG7158 4-13 Copyright 2013,Fireman’s Fund Insurance Company,Novato,CA.All rights reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission.Page 5 of 7 S A M P L E SAMPLE 13.Personal and Advertising Injury -Contractual Unless personal and advertising injury is excluded from this policy the following applies: SECTION I -COVERAGES,COVERAGE B, 2.Exclusions,item e.,is deleted. 14.Fellow Employee Coverage SECTION II -WHO IS AN INSURED,2.a., item (1)is deleted and replaced by the following: (1)Personal and advertising injury: However,subsections (a),(b),(c)and (d)of item (1)remain unchanged. 15.Bodily Injury Definition -Broadened SECTION V -DEFINITIONS,3.Bodily Injury is deleted and replaced by the following: Bodily injury means bodily injury,sickness or dis- ease sustained by a person including death or mental anguish resulting from any of these at any time.Mental anguish means any type of mental or emotional illness or disease. 16.Expected or Intended Injury -Amendment to Ex- clusion SECTION I.Coverage A Bodily Injury and Pro- perty Damage Liability,2.EXCLUSIONS,a.Ex- pected or Intended Injury,is deleted and replaced by the following: a.Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or prop- erty. 17.Unintentional Failure to Disclose Hazards SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS,item 6.Representa- tions,the following is added: d.If you unintentionally fail to disclose any ha- zards existing at the inception date of this policy,we will not deny coverage under this Coverage Form because of such failure. However,this provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. 18.Supplementary Payments -Increased Limits SECTION I -COVERAGES,SUPPLEMEN- TARY PAYMENTS -COVERAGES A AND B,items 1.b.and 1.d.,are deleted and replaced by the following: b.The cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies.We do not have to furnish these bonds. d.All reasonable expenses incurred by the in- sured at our request to assist us in the inves- tigation or defense of the claim or suit, including substantiated loss of earnings up to $500 a day because of time off from work. 19.Duties in the Event of an Occurrence,Offense, Claim or Suit -Amended SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS,item 2.a.is deleted and replaced by the following: (1)You must see to it that we or any licensed agent of ours are notified of a General Liability occurrence or offense which may re- sult in a claim as soon as practicable after it becomes known to: (a)You,if you are an individual; (b)Your partner or member,if you are a partnership or joint venture; (c)Your member,if you are a limited liabil- ity company; (d)Your executive officer if you are an or- ganization other than a partnership,joint venture or limited liability company;or (e)Your authorized representative or insur- ance manager. Knowledge of an occurrence or offense by persons other than those listed above does not imply that those listed above also have such knowledge. CG7158 4-13 Copyright 2013,Fireman’s Fund Insurance Company,Novato,CA.All rights reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission.Page 6 of 7 S A M P L E SAMPLE (2)To the extent possible,notice should include: (a)How,when and where the occurrence or offense took place; (b)The names and addresses of any injured persons and witnesses;and (c)The nature and location of any injury or damage arising out of the occurrence or offense. 20.Non Employment Discrimination Liability Unless personal and advertising injury is excluded from this policy the following applies: A.SECTION V -DEFINITIONS,14.Personal and advertising injury,item h.is added as fol- lows: h.Discrimination . B.SECTION V -DEFINITIONS,item 23.is added as follows: 23.Discrimination means the unlawful treat- ment of a person or class of persons be- cause of their specific race,color,religion, gender,age,or national origin in com- parison to one or more persons who are not members of the specified class. C.SECTION I -COVERAGES,COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY,2.Exclusions,the following are added: q.Discrimination directly or indirectly re- lated to the past employment,employ- ment or prospective employment of any person or class of persons by any insured; r.Discrimination directly or indirectly re- lated to the sale,rental,lease or sublease or prospective sale,rental,lease or sub- lease of any dwelling or permanent lodg- ing by or at the direction of any insured; s.Discrimination,if insurance thereof is prohibited by law;or t.Fines,penalties,specific performance,or injunctions levied or imposed by a gov- ernmental entity,governmental code, law,or statute because of discrimination. 21.Medical Payments Unless COVERAGE C MEDICAL PAY- MENTS,or the products-completed operations hazard has been excluded from this policy the fol- lowing applies: A.SECTION I -COVERAGES,COVERAGE C MEDICAL PAYMENTS,2.Exclusions, item f.,is deleted and replaced by the follow- ing: f.Products-Completed Operations Hazard Included within the products-completed operations hazard.However,this exclu- sion does not apply to expenses for den- tal services. B.Section I -COVERAGES,COVERAGE C MEDICAL PAYMENTS,is amended to in- clude item 3.as follows: 3.Limit of Insurance The Medical Expense Limit of Insurance shall be the greater of: a.$20,000 Any One Person;or b.The amount shown in the Declara- tions. All other terms and conditions of the policy apply. CG7158 4-13 Copyright 2013,Fireman’s Fund Insurance Company,Novato,CA.All rights reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission.Page 7 of 7 FleetCover® Endorsement-CA 70 18 10 14 Policy Amendment(s) This endorsement modifies insurance provided under the following: Business Auto Coverage Form Motor Carrier Coverage Form With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. Broadened Named Insured Section II -Covered Autos Liability Coverage, A. Coverage, 1. Who Is An Insured, the following is added: Any organization you own on the inception of this policy, or newly acquire or form during the policy period, and over which you maintain during the policy period, majority ownership or majority interest will qualify as a Named Insured if: (1) There is no other similar insurance available to that organization; and (2) The first Named Insured shown in the Declarations of this policy has the responsibility of placing insur- ance for that organization; and (3) The organization is incorporated or organized under the laws of the United States of America. However: (a) Coverage under this provision is afforded only until the next occurring 12 month anniversary of the be- ginning of the policy period shown in the Declarations, or the end of the policy period, whichever is earlier; and (b) Coverage under this pURYLVLRQ does not apply to bodily injury or property damage that results from an accident that occurred before you acquired or formed the organization; and (c) No person or organization is an insured with respect to any current or past partnership, or joint venture that is not shown as a Named Insured in the Declarations; and (d) Coverage under A.(l), (2) and (3) above does not apply to any organization that is covered as an insured under any other automobile liability insurance policy whose limits of insurance have been exhausted or whose insurer has become insolvent. B. Broadened Who Is an Insured 1. Form CAl (if attached to this policy), Section II -Covered Autos Liability Coverage, A. Coverage, 1. Who Is An Insured, item b.(2) is deleted, and d. is added as follows: d. Your employee while using with your permission his owned auto, or an auto owned by a member of his or her household, in your business or your personal affairs, provided you do not own, hire or borrow that auto. This Form must be attached to Change Endorsement when issued after the policy is written. One of the Fireman's Fund Insurance Companies as named in the policy CA7018 10-14 © 2014 Fireman's Fund Insurance Company, Novato, CA. All rights reserved. Page 1 of 9 MZA80986243 2. Form CA0020 (if attached to this policy), Section II -Covered Autos Liability Coverage, A. Coverage, 1. Who Is An Insured, item b.(2) is deleted, and f. is added as follows: f. Your employee or agent while using with your permission his owned private passenger type auto, or a private passenger type auto owned by a member of his or her household, in your business or your personal affairs, provided you do not own, hire or borrow that auto. C. Additional Insured Coverage and Waiver of Subrogation 1. Form CAl (if attached to this policy), Section II -Covered Autos Liability Coverage, A. Coverage, 1. Who Is An Insured, the following is added as item e.; and form CA0020 (if attached to this policy), Section II -Covered Autos Liability Coverage, A. Coverage, 1. Who Is An Insured; the following is added as item g.: Any person or organization with respect to the operation, maintenance, or use, of a covered auto, provided that you and such person or organization have agreed under an expressed provision in a written insured contract or written agreement, or a written permit issued to you by a governmental or public authority, to add such person, organization, or governmental or public authority to this policy as an insured However, such person or organization is an insured: (1) Only with respect to the operation, maintenance, or use, of a covered auto; and (2) Only for bodily injury or property damage caused by an accident which takes place after: (a) You executed the insured contract or written agreement; or (b) The permit has been issued to you. 2. Form CAl (if attached to this policy), Section IV -Business Auto Conditions, A. Loss Conditions, item 5.; and form CA0020 (if attached to this policy), Section V -Motor Carrier Conditions, A. Loss Condi- tions, item 6.; the following is added: Waiver of Subrogation If required by a: a. Written insured contract or written agreement executed prior to the accident; or b. Written permit issued to you by a governmental or public authority prior to the accident; we waive any right of recovery we may have against any person or organization named in such contract, agreement or permit, because of payments we make for injury or damage arising out of a covered auto. D. Auto Medical Payments -Increased Limit For each covered auto described in the Declarations or shown in the Schedule as having Auto Medical Pay- ments Coverage, the Medical Payments Limit of Insurance for those autos is revised to the greater of: 1. $5,000; or 2. The limit shown in the Declarations. E. Hired Auto Physical Damage Coverage and Loss of Use Expenses Hired Auto Physical Damage Coverage If Physical Damage Coverage is provided by this policy RQ your owned covered autos, the following applies: CA7018 10-14 © 2014 Fireman's Fund Insurance Company, Novato, CA. All rights reserved. Page 2 of 9 Any auto that you lease, hire, rent or borrow without a driver, will be covered under this policy for Physical Damage Coverage. However, any such auto: 1. Will be covered only for the same Physical Damage Coverage that applies to your owned covered autos; 2. Will be subject to the same applicable deductible shown in the Declarations that applies to your most similar owned covered auto, except any Comprehensive Coverage deductible does not apply to loss caused by fire or lightning; and 3. The most we will pay for any one loss in any one accident is the lesser of the following: a. Actual Cash Value of the damaged or stolen property as of the time of the loss as determined by us; or b. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. In addition, we will pay costs and fees associated with such covered loss only for a maximum time period of seven days beginning with the date of loss, subject to a maximum of $500. However: (1) If form CAl is attached to this policy, this coverage does not apply to autos you lease, hire, rent or borrow from any of your employees, partners (if you are a partnership), members (if you are a limited li- ability company) or members of their households; and (2) If form CA0020 is attached to this policy, this coverage does not apply to any private passenger type auto you lease, hire, rent or borrow from any member of your household, any of your employees, partners (if you are a partnership), members (if you are a limited liability company), or agents or members of their households. Hired Auto Loss of Use Expenses Form CAl (if attached to this policy), Section III -Physical Damage Coverage, A. Coverage, 4. Coverage Extension, b. Loss of Use Expenses; and form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, A. Coverage, 4. Coverage Extension, b. Loss of Use Expenses; is deleted and replaced by the following: b. For Hired Auto Physical Damage, we will pay expenses for which an Insured becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver, under a writWen rental contract or agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered auto; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss is provided for any covered auto; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered auto. However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $1,000. F. Coverage Territory-Hired Auto 1. Form CAl, (if attached to this policy), Section IV -Business Auto Conditions, B. General Conditions, 7. Policy Period, Coverage Territory, b.(5) is deleted and replaced by the following: CA7018 10-14 © 2014 Fireman's Fund Insurance Company, Novato, CA. All rights reserved. Page 3 of 9 (5) Anywhere in the world if a covered auto of the private passenger type is leased, hired, rented or bor- rowed without a driver for a period of 180 days or less, 2. Form CA0020 (if attached to this policy), Section V -Motor Carrier Conditions, B. General Conditions, 7. Policy Period, Coverage Territory, b.(5) is deleted and replaced by the following: (5) Anywhere in the world if a covered auto of the private passenger type is leased, hired, rented or bor- rowed without a driver for a period of 180 days or less, G. Communication Equipment Coverage Form CAl (if attached to this policy), Section III -Physical Damage Coverage, C. Limits of Insurance, Paragraph 1.b.; and form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, C. Limits of Insurance, Paragraph l.b.; is deleted and replaced by the following: b. All electronic equipment that reproduces , receives or transmits audio, visual or data signals in any one loss is $1,500, if, at the time of loss, such electronic equipment is: H. Tapes, Records, CDs and DVD Coverage The Physical Damage Coverage Section is amended as follows: 1. The exclusion referring to tapes, records, discs, or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment does not apply. 2. Under Comprehensive Coverage -Form CAl (if attached to this policy), Section III-Physical Damage Coverage, A. Coverage; and form CA0020 (if attached to this policy), Section IV-Physical Damage Coverage, A. Coverage; the following is added: We will pay for loss to tapes, records, discs or other similar devices used with audio, visual or data elec- tronic equipment. We will pay only ifthe tapes, records, discs or other similar audio, visual or data elec- tronic devices: a. Are your property, or that of a family member; and b. Are in a covered auto at the time of a loss. The most we will pay for loss is $250. No deductible applies to this coverage. I. Personal Effects Coverage Form CAl (if attached to this policy), Section III -Physical Damage Coverage, A. Coverage, 4. Coverage Extensions; and form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, A. Cover- age, 4. Coverage Extension; item c. is added as follows: c. Personal Effects Coverage We will pay up to $500 for loss for clothing items or other personal effects that are owned by an insured and are in a covered auto in the event of a covered loss. Personal Effects do not include audio visual or electronic devices, money, giftcards, securities, jewelry, or tools. This coverage is excess over any other collectible insurance. No deductible applies to this coverage. CA7018 10-14 © 2014 Fireman's Fund Insurance Company, Novato, CA. All rights reserved. Page 4 of 9 J. Airbag Coverage Form CAl (if attached to this policy), Section III -Physical Damage Coverage, B. Exclusions, 3.a.; and form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, B. Exclusions, 3.a.; the following is added: However, mechanical breakdown does not mean the unintended discharge of an airbag, provided that any loss covered under this provision is excess over any other collectable insurance or warranty designed to cover such unintended discharge. K. Rental Reimbursement Form CAl (if attached to this policy), Section III -Physical Damage Coverage, A. Coverage, 4. Coverage Extensions; and form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, A. Cover- age,Coverage Extension; item d. is added as follows: d. Rental Reimbursement or Transportation Expenses If loss occurs to a covered auto described or designated in the Declarations or Schedule and covered for Physical Damage Coverage, we will pay for rental expenses for the rental of a similar replacement auto and additional transportation expenses, incurred by you. This payment applies in addition to the otherwise applicable amount of each coverage you have on the covered auto. No deductible applies to this coverage. However: (1) We will pay only for those expenses incurred by you that begin 24 hours after the covered loss. (2) We will cease paying for those expenses, regardless of the policy's expiration date, at the earlier of the following dates: (a) The number of days reasonably required to repair or replace the covered auto. If loss is caused by theft, this number of days is added to the number of days it takes to locate and return the covered auto to you; or (b) 45 days from the date this coverage begins. (3) Our payment is limited to the lesser of the following amounts: (a) Necessary and actual expenses incurred by you; or (b) $1,500. (4) This coverage does not apply while there are spare or reserve autos available to you for your oper- ations. (5) If loss results from the total theft of a covered private passenger type auto (if CA0020 is attached to this policy), or a covered private passenger auto (if CAl is attached to this policy), we will pay under this coverage only that amount of your covered rental expenses or additional transportation expenses which are not already provided for under the Physical Damage Coverage Extensions. L. Extended Towing Coverage 1. Form CAl (if attached to this policy), Section III -Physical Damage Coverage, A. Coverage, 2. Towing, is deleted and replaced by the following: CA7018 10-14 © 2014 Fireman's Fund Insurance Company, Novato, CA. All rights reserved. Page 5 of 9 2. Extended Towing We will pay up to $750 per disablement for towing and labor costs you incur each time your covered auto is disabled. However: a. All labor must be performed at the place of disablement; and b. If the covered auto is of the private passenger type, no deductible applies; and c. If the covered auto is not of the private passenger type, our obligation to pay will be reduced by a $250 deductible per disablement. d. If the covered auto is not of the private passenger type and the disablement results from a loss covered under Section III -Physical Damage Coverage, A. Coverage, Paragraphs 1, a., b., or c., there is no separate deductible for the Extended Towing Coverage. For purposes of this coverage, disablement means a breakdown of the covered auto including me- chanical breakdown, engine failure, or tire blowout, where repairs cannot be made roadside and a tow is required to remove the auto from the roadway and to seek additional services and repair. 2. Form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, A. Coverage, 2. Towing -Private Passenger Autos, is deleted and replaced by the following: 2. Extended Towing We will pay up to $750 per disablement for towing and labor costs you incur each time your covered auto is disabled. However: a. All labor must be performed at the place of disablement; and b. If the covered auto is of the private passenger type, no deductible applies; and c. If the covered auto is not of the private passenger type, our obligation to pay will be reduced by a $250 deductible per disablement. d. If the covered auto is not of the private passenger type and the disablement results from a loss covered under Section IV -Physical Damage Coverage, A. Coverage, Paragraphs 1, a., b., or c., there is no separate deductible for the Extended Towing Coverage. For purposes of this coverage, disablement means a breakdown of the covered auto including me- chanical breakdown, engine failure, or tire blowout, where repairs cannot be made roadside and a tow is required to remove the auto from the roadway and to seek additional services and repair. M. Cancellation -120 Days Notice If we cancel this policy for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured at the last mailing address known to us, written notice of cancellation at least 120 days prior to the effective date of cancellation. N. Supplementary Payments -Increased Limits Section II -Covered Autos Liability Coverage, 2. Coverage Extensions, a. Supplementary Payments, items (2) and (4) are deleted and replaced by the following: (2) Up to $2,500 for the cost of bail bonds (including bonds for related traffic law violations) required because of an accident we cover. We do not have to furnish these bonds. CA7018 10-14 © 2014 Fireman's Fund Insurance Company, Novato, CA. All rights reserved. Page 6 of 9 (4) All reasonable expenses incurred by the insured at our request, including substantiated loss of earnings up to $500 a day, because of time off from work. 2. Duties In The Event Of Accident, Claim, Suit Or Loss -Amended Form CA (if attached to this policy) Section IV -Business Auto Conditions, A. Loss Conditions, item 2. a.; and form CA0020 (if attached to this policy) Section V -Motor Carrier Conditions, A. Loss Conditions, item 2. a.; is deleted and replaced by the following: a. In the event of accident, claim, suit or loss, you must promptly notify us or our authorized representative when it becomes known to: (1) You, ifyou are an individual; (2) Your partner or member, if you are a partnership or joint venture; (3) Your member, ifyou are a limited liability company; (4) Your executive officer if you are an organization other than a partnership, joint venture or limited li- ability company; or ( 5) Your authorized representative or insurance manager. Knowledge of an accident, claim, suit or loss by other persons does not imply that the persons listed above have such knowledge. Notice should include: (a) How, when and where the accident or loss occurred; and (b) The insured'sname and address; and ( c) To the extent possible, the names and address of any injured persons and witnesses. P. Unintentional Failure to Disclose Hazards Form CAl (if attached to this policy), Section IV -Business Auto Conditions, B. General Conditions, item 2.; and form CA0020 (if attached to this policy), Section V -Motor Carrier Conditions, B. General Conditions, item 2.; the following is added: However, if you unintentionally fail to disclose any hazards existing at the inception date of this policy, we will not deny coverage under this Coverage Form because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. Q. Fellow Employee Coverage Section II -Covered Autos Liability Coverage, B. Exclusions, 5. Fellow Employee, the following is added: However, this exclusion does not apply if the bodily injury results from the use of a covered auto you own or hire, and provided that any coverage under this provision only applies in excess over any other collectible insurance. R. Limited Mexico Coverage WARNING AUTO ACCIDENTS IN MEXICO ARE SUBJECT TO THE LAWS OF MEXICO ONLY -NOT THE LAWS OF THE UNITED STATES OF AMERICA. THE REPUBLIC OF MEXICO CONSIDERS ANY AUTO ACCIDENT A CRIMINAL OFFENSE AS WELL AS A CIVIL MATTER. CA7018 10-14 © 2014 Fireman's Fund Insurance Company, Novato, CA. All rights reserved. Page 7 of 9 IN SOME CASES THE COVERAGE PROVIDED HERE MAY NOT BE RECOGNIZED BY THE MEXICAN AUTHORITIES AND WE MAY NOT BE ALLOWED TO IMPLEMENT THIS COVER- AGE AT ALL IN MEXICO. YOU SHOULD CONSIDER PURCHASING AUTO COVERAGE FROM A LICENSED MEXICAN INSURANCE COMPANY BEFORE DRIVING IN MEXICO. THIS ENDORSEMENT DOES NOT APPLY TO ACCIDENTS OR LOSSES WHICH OCCUR OUT- SIDE OF 25 MILES FROM THE BORDER OF THE UNITED STATES OF AMERICA. Form CAl (if attached to this policy), Section IV -Business Auto Conditions, B. General Conditions, item 7.; and form CA0020 (if attached to this policy), Section V -Motor Carrier Conditions, B. General Conditions, item 7.; the following is added: The coverage territory is extended to include Mexico, but only: (i) For accidents or losses occurring within 25 miles of the United States border; and (ii) For trips into Mexico of 10 days or less; and (iii) If the covered auto is principally garaged and principally used in the United States; and (iv) If the insured is a resident of the United States. If a loss to a covered auto occurs in Mexico, we pay for such loss in the United States. If the covered auto must be repaired in Mexico in order to be driven, we will not pay for more than the actual cash value of such loss as determined by us at the nearest United States point where the repairs can be made. Any insurance provided under this provision will be excess over any other collectible insurance. S. Extended Glass Coverage Form CAl (if attached to this policy), Section III -Physical Damage Coverage, A. Coverage, item 3.a.; and form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, A. Coverage, item 3.a.; is deleted and replaced by the following: a. Glass breakage. If glass must be replaced, the deductible will be $100 or the deductible shown in the Declarations, whichever is less. If glass can be repaired and is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass repaired rather than replaced. T. Broadened Definition of Bodily Injury Form CAl (if attached to this policy), Section V -Definitions, item C.; and form CA0020 (if attached to this policy), Section VI -Definitions, item C.; is replaced by the following: C. Bodily injury means bodily injury, sickness or disease sustained by a person including death or mental anguish resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease. U. Customer Lease or Loan Physical Damage Coverage Extension Form CAl (if attached to this policy), Section III -Physical Damage Coverage, C. Limits oflnsurance; and form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, C. Limits of Insurance; item 4. is added as follows: 4. If your covered owned auto is: (1) Shown in the Schedule and designated as covered for Physical Damage Coverage; and (2) Shown in this policy as having a loss payee or additional insured-lessor; and CA7018 10-14 © 2014 Fireman's Fund Insurance Company, Novato, CA. All rights reserved. Page 8 of 9 (3) Incurs a covered total loss; we will pay the greater of: (a) The actual cash value, as determined by us, of the damaged or stolen property as of the time of the total loss; or (b) The outstanding indebtedness under the initial finance agreement for the covered auto and its equip- ment. As used here, outstanding indebtedness means the amount you owe on the finance agreement at the time of total loss: (i) Less any amounts representing taxes, overdue payments, penalties, interest, or charges resulting from overdue payments, additional mileage, excess wear and tear, or lease termination fees; and (ii) Less any administrative costs or overhead fees assessed by the fmance company who has leased the covered auto to you; and (iii) Less security deposits not returned by the lessor; and (iv) Less costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (v) Less carry-over balances from previous loans or leases. V. Two or More Deductibles 1. Section III -Physical Damage Coverage D. Deductible, of form CAl (if attached to this policy), the following is added: If another Fireman's Fund Insurance Company policy or coverage form that is not an automobile policy or coverage form applies to the same accident or loss, the following applies: (1) If the deductible under this Business Auto Coverage Form is the lesser (or least) deductible, it will be waived. (2) If the deductible under this Business Auto Coverage Form is not the lesser (or least) deductible, it will be reduced by the amount of the lesser (or least) deductible. 2. Section IV -Physical Damage Coverage, D. Deductible of form CA0020 (if attached to this policy), the following is added: If another Fireman's Fund Insurance Company policy or coverage form that is not an automobile policy or coverage form applies to the same accident or loss, the following applies: (1) If the deductible under this Motor Carrier Coverage Form is the lesser (or least) deductible, it will be waived. (2) If the deductible under this Motor Carrier Coverage Form is not the lesser (or least) deductible, it will be reduced by the amount of the lesser (or least) deductible. All other terms and conditions of the policy remain unchanged. CA7018 10-14 © 2014 Fireman's Fund Insurance Company, Novato, CA. All rights reserved. Page 9 of 9 TRAN1477 AMENDMENT NO. 2 TO EXTEND AND AMEND MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES (BUTIER ENGINEERING, INC.) ~ Amendment No. 2 is entered into and effective as of the l.2r:t:\A. day of ~ , 20J±., extending and amending the agreement dated Septeber29,2016, (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Butier Engineering, Inc., a California corporation, ("Contractor") ( collectively, the "Parties") for as-needed horizontal construction management and inspection services. RECITALS A. On May 24, 2017, the Parties executed Amendment No. 1 to alter the Agreement's original scope of work to reduce the annual dollar amount of the Agreement by three hundred thousand dollars ($300,000) for a revised Agreement amount of five hundred thousand dollars ($500,000), and reduce subsequent extensions per the original Agreement by three hundred thousand dollars ($300,000); and B. The Parties desire to extend and fund the Agreement for a period of one ( 1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended and funded for a period of one ( 1) year ending on September 29, 2018, on a time and materials basis not-to-exceed five hundred thousand dollars ($500,000). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill Ill Ill City Attorney Approved Version 1 /30/13 TRAN1477 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR BUTIER ENGINEERING, INC., a California corporation By: (sign here~ ~ ~ ~~ (print name/title) ¾+~~ (sign here) P~'Es-ro~ (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: ~ li~-~w-;:,. Qt'- --Barbara Engleson, City Clerk f If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 1 /30/13 2 TRAN1477 EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed horizontal construction management and inspection services in accordance with the city's Request for Qualifications with Fee Proposal dated April 20, 2016. The agreed upon billing rates for services outlined in said proposal are attached hereto. Any rate increases are subject to negotiation and approval by city staff. If the use of subcontractors is approved by the City, they shall be billed at cost plus 10%. City of Carlsbad -RFQ No. #HMO As-Needed Horizontal Construction Management & Inspection Serviees Project Manager Butler $75.00 Project Director ButiO< $64.00 Construction Manager ButiO< $70.50 Resident Engineer Butler $64.00 Senior Scheduler Butler $70.50 Sen~or Estimato'" Butler $7050 Fiel-d Engineer Bullo, $58.00 L~ad Inspector Butler $51.00 Civil lnS!J<)clor Buber $48.00 Mechanical inspector Butler $48.00 Electticat Inspector Butier $52.00 Fick! T e<:hnical Support Butler $4400 Offlr..e Engineers l Pn;~ed Coordinators Butler $30.00 Senior Eloctrica! Engmew Butler $80.00 Technical Support-Claims Butler $7500 Computer Tech) Fmld Documer1t Control Butler $3400 Computer Prog.l Nolwor1< Butler $5200 3 BLITI 2.81 s 210.75 2.81 s 179.84 2.81 s 198.11 2.81 s 179.84 2.81 $ 19$.11 2.81 s 198.11 2.81 $ 162.98 2.81 s 143.31 $ 25.50 2.81 $ 134.68 $ 24.00 2.81 $ 134.88 $ 24.00 2.81 $ 146.12 $ 28.00 2.81 s 123.64 $ 22.00 2.81 s 84.30 $ 15.00 2.81 s 224.BO 2.81 s 210.75 2.81 s 95.54 2.81 $ 146.12 $ $ $ $ $ $ Fee Schedule 5/16116 168.81 $ 167.79 158.86 $ 154.83 158.88 $ 154.63 172.12 $ 154.03 145.64 $ 171.08 00.30 $ 98.70 City Attorney Approved Version 1/30/13 Client#· 1513 BUTIEENGI ACORD™ CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) 06/26/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subjecfto the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NA~t'"' Nancy Ferrick Dealey, Renton & Associates r..tJRNJo, Ext): 510 465-3090 I rffc. No): 510 452-219:f ____ P. 0. Box 12675 i~tJ~ss: nferrick@dealeyrenton.com Oakland, CA 94604-2675 INSURER(S) AFFORDING COVERAGE I NAIC# 510 465-3090 INSURER A: American Automobile Ins. Co. !21849 INSURED INSURER B: XL Specialty Insurance Co. ]37885 Butier Engineering, Inc. INSURERC: Tustin Financial Center 17822 E 17th St., Suite 404 INSURER D: Tustin, CA 92780 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ~~iLl~R POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER (MM/DDNYYYl I IMM/DD/YYYY) ··----·-·· A X COMMERCIAL GENERAL LIABILITY x 1 x MZG80977372 P6/25/2017 06/25/2018 EACH OCCURRENCE $1,000,000 ~ D CLAIMS-MADE ~ OCCUR ~~~~~H?E~~~u~~nce l $1,000,000 X Contractual Liab. MED EXP (Any one person) $10,000 ~ PERSONAL & ADV INJURY $1,000,000 ~ ----· GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 Fl IX1PRO-r-7i LOC $2,Q00,000 POLICY~ JECT PRODUCTS -COMP/OP AGG OTHER. $ -- P6/25/2017 06/25/2018 COMBINED SINGLE LIMIT A AUTOMOBILE LIABILITY X X MZG80977372 (Ea accident\ $1,000,000 ~ X ANY AUTO BODILY INJURY (Per person) $ ------·---------------ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ X X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS ( Per accident) - $ A UMBRELLA LIAB i X i OCCUR X X CGX24612251 P6/25/2017 06/25/2018 EACH OCCURRENCE $4 000 000 -ii CLAIMS-MADE X EXCESS LIAB I AGGREGATE $4 000 000 DED I i RETENTION $ I $ / A WORKERS COMPENSATION X WZP81039955 p110112011 07/01/201f X !~.\'fnJTE I IOTH- AND EMPLOYERS' LIABILITY ER YIN ANY PROPRIETOR/PARTNER/EXECUTIVE~ E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N , N/A (Mandatory in NH) ' E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under ' DESCRIPTION OF OPERATIONS below ! E.L. DISEASE -POLICY LIMIT $1,000,000 B Professional I DPR9915523 P6/25/2017 06/25/2018 $1,000,000 per Claim I Liability I $2,000,000 Anni Aggr. ! ,/ DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) 30 Days Notice of Cancellation. Re: Horizontal Construction Management and Inspection Services -The City of Carlsbad, (or if applicable the City of Carlsbad Redevelopment Agency, Housing Authority or Carlsbad Municipal Water District) its officials, employees and volunteers are named as Additional Insured for General and Auto Liability. Insurance is Primary and Non-Contributory per policy form. A Waiver of Subrogation applies to (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Public Works/CM&I Department ACCORDANCE WITH THE POLICY PROVISIONS. 1635 Faraday Ave. Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE I ~ --::,.~ © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) 1 of 2 The ACORD name and logo are registered marks of ACORD #S2045459/M2045455 NMF DESCRIPTIONS (Continued from Page 1) General Liability, Auto Liability and Workers' Compensation. Cancellation Notice: 30 Days/10 Days for Non-Payment of Premium. SAGITTA 25.3 (2014/01) 2 of 2 #S2045459/M2045455 Additional Insured -Owners, Lessees or Contractors -Scheduled Person or Organization -CG 20 10 04 13 Policy Amendment(s) Commercial General Liability Insured: Butier Engineering, Inc. Producer: Dealey, Renton & Associates Policy Number: MZG80977372 Effective Date: 06/25/2017 / / This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part Schedule Name Of Additional Insured Person(s) Or Organization(s) City of Carlsbad Public Works/CM&! Department 1635 Faraday Ave. Carlsbad, CA 92008 Location(s) Of Covered Operations Re: Horizontal Construction Management and Inspection Services - NAME OF ADDITIONAL INSURED PERSON(S) OR ORGANIZATION( S), CONT.: The City of Carlsbad, (or if applicable the City of Carlsbad Redevelopment Agency, Housing Authority or Carlsbad Municipal Water District) its officials, employees and volunteers. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by: I. 2. Your acts or omissions; or The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: I. The insurance afforded to such additional insured only applies to the extent permitted by law; and B. 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the additional insureds, exclusions apply: insurance afforded to these the following additional This insurance does not apply to bodily injury or property damage occurring after: I. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or This Form must be attached to Change Endorsement when issued after the policy is written. One of the Fireman's Fund Insurance Companies as named in the policy CG2010 -l-13 + Insurance SeNices Office, Inc . 2012 Page l of2 2. That portion of your work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III -Limits Of Insurance: CG2010 4-13 + Insurance Services Office, Inc . 2012 If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: I. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Page 2 of2 Additional Insured -Owners, Lessees or Contractors -Completed Operations -CG 20 37 04 13 Policy Amendment(s) Commercial General Liability Insured: Butier Engineering, Inc. Policy Number: MZG80977372 / Producer: Dealey, Renton & Associates Effective Date: 06/25/2017 This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part Products/Completed Operations Liability Coverage Part Schedule Name Of Additional Insured Person(s) Or Organization(s) City of Carlsbad Public Works/CM&I Department 1635 Faraday Ave. Carlsbad, CA 92008 Location And Description Of Completed Operations Re: Horizontal Construction Management and Inspection Services -NAME OF ADDITIONAL INSURED PERSON(S) OR ORGANIZATION(S), CONT.: The City of Carlsbad, (or if applicable the City of Carlsbad Redevelopment Agency, Housing Authority or Carlsbad Municipal Water District) its officials, employees and volunteers. Information required to complete this Schedule, if not shown above. will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for bodily injury or property damage caused, in whole or in part, by your work at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the products-completed operations hazard. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: I. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. This Fonn must be attached to Change Endorsement when issued after the policy is written. One of the Fireman's Fund Insurance Companies as named in the policy CG2037 4-13 + Insurance Services Otlice, Inc., 2012 MZG80977372 Amendmentto Condition 4. Other Insurance -CG 72 90 11 09 Policy Amendment(s) Commercial General Liability The following is added as a second paragraph to Sec- tion IV Conditions, Condition 4. Other Insurance. fol- lowing paragraph b.( I )(b): However. if you have added any person. organization or Yendor of yours as an additional insured to this policy and have agreed in a written insured contract that this insurance is primary and non-contributory with other insurance available to that additional in- sured. this insurance is primary and we will not seek contribution from such additional insured's own insur- ance. This insurance is excess over all other insurance available to the additional insured. This Form must be attached to Change Endorsement when i"ued a tier the po he:, i, "ritlcn. One of the Fireman's Fund Insurance Companies as named in the polic, ((i"29U I l-O<l t"":: 2l)Ot.J F1rcma11 .... Fund Jn:-.uranrc (ompan~. :°'•q)\llO. C.-\ . .\ll rights rc:-.t.;"nct.i. lndmk~ COfl\TH!hti:d matl.'.'rial of ln~uran..:~ Scn1cc:-. Offi~i:. In\'. .. \.\ith its rh.:rmi:-.:,,1011 Pr~sidcnt Insured: Butier Engineering, Inc. Policy Number: WZPB 1039955 Effective Date: 07/01/2017 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be otherwise due on such remuneration. % of the California workers' compensation premium Person or Organization City of Carlsbad Public Works/CM&I Department 1635 Faraday Ave. Carlsbad, CA 92008 Form WC 04 03 06 Process Date: SCHEDULE Job Description Re: Horizontal Construction Management and Inspection Services -NAME OF PERSON(S) OR RGANIZATION(S), CONT.: The City of Carlsbad, (or if applicable the City of Carlsbad Redevelopment Agency, Housing Authority or Carlsbad Municipal Water District) its officials, employees and volunteers. Countersigned by ~ c... • Authorized Representative (1) Printed in U.S.A. Policy Expiration Date: MZG80977372 FleetCover® Endorsement-CA 70 18 10 14 Policy Amendment(s) This endorsement modifies insurance provided under the following: Business Auto· Coverage Form Motor Carrier Coverage Form With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. Broadened Named Insured Section II -Covered Autos Liability Coverage, A. Coverage, I. Who Is An Insured, the following is added: Any organization you own on the inception of this policy, or newly acquire or form during the policy period, and over which you maintain during the policy period, majority ownership or majority interest will qualify as a Named Insured if: (l) There is no other similar insurance available to that organization; and (2) The first Named Insured shown in the Declarations of this policy has the responsibility of placing insur- ance for that organization; and (3) The organization is incorporated or organized under the laws of the United States of America. However: (a) Coverage under this provision is afforded only until the next occurring 12 month anniversary of the be- ginning of the policy period shown in the Declarations, or the end of the policy period, whichever is earlier; and (b) Coverage under this prov1s10n does not apply to bodily injury or property damage that results from an accident that occurred before you acquired or formed the organization; and (c) No person or organization is an insured with respect to any current or past partnership, or joint venture that is not shown as a Named Insured in the Declarations; and (d) Coverage under A.(l), (2) and (3) above does not apply to any organization that is covered as an insured under any other automobile liability insurance policy whose limits of insurance have been exhausted or whose insurer has become insolvent. B. Broadened Who Is an Insured 1. Form CA000l (if attached to this policy), Section II -Covered Autos Liability Coverage, A. Coverage, 1. Who Is An Insured, item b.(2) is deleted, and d. is added as follows: d. Your employee while using with your permission his owned auto, or an auto owned by a member of his or her household, in your business or your personal affairs, provided you do not own, hire or borrow that auto. This Form must be attached to Change Endorsement when issued after the policy is written. One of the Fireman's Fund Insurance Companies as named in the policy CA7018 10-14 © 2014 Fireman's Fund Insurance Company, Novato, CA. All rights reserved. Page 1 of 9 2. Form CA0020 (if attached to this policy), Section II -Covered Autos Liability Coverage, A. Coverage, 1. Who Is An Insured, item b.(2) is deleted, and f. is added as follows: f. Your employee or agent while using with your permission his owned private passenger type auto, or a private passenger type auto owned by a member of his or her household, in your business or your personal affairs, provided you do not own, hire or borrow that auto. C. Additional Insured Coverage and Waiver of Subrogation 1. Form CA000l (if attached to this policy), Section II -Covered Autos Liability Coverage, A. Coverage, l. Who Is An Insured, the following is added as item e.; and form CA0020 (if attached to this policy), Section II -Covered Autos Liability Coverage, A. Coverage, 1. Who Is An Insured; the following is added as item g.: Any person or organization with respect to the operation, maintenance, or use, of a covered auto, provided that you and such person or organization have agreed under an expressed provision in a written insured contract or written agreement, or a written permit issued to you by a governmental or public authority, to add such person, organization, or governmental or public authority to this policy as an insured However, such person or organization is an insured: (1) Only with respect to the operation, maintenance, or use, of a covered auto; and (2) Only for bodily injury or property damage caused by an accident which takes place after: (a) You executed the insured contract or written agreement; or (b) The permit has been issued to you. 2. Form CA000 1 (if attached to this policy), Section IV -Business Auto Conditions, A. Loss Conditions, item 5.; and form CA0020 (if attached to this policy), Section V -Motor Carrier Conditions, A. Loss Condi- tions, item 6.; the following is added: Waiver of Subrogation If required by a: a. Written insured contract or written agreement executed prior to the accident; or b. Written permit issued to you by a governmental or public authority prior to the accident; we waive any right of recovery we may have against any person or organization named in such contract, agreement or permit, because of payments we make for injury or damage arising out of a covered auto. D. Auto Medical Payments -Increased Limit For each covered auto described in the Declarations or shown in the Schedule as having Auto Medical Pay- ments Coverage, the Medical Payments Limit of Insurance for those autos is revised to the greater of: 1. $5,000; or 2. The limit shown in the Declarations. E. Hired Auto Physical Damage Coverage and Loss of Use Expenses Hired Auto Physical Damage Coverage If Physical Damage Coverage is provided by this policy on your owned covered autos, the following applies: CA7018 10-14 © 2014 Fireman's Fund Insurance Company, Novato, CA. All rights reserved. Page 2 of 9 Any auto that you lease, hire, rent or borrow without a driver, will be covered under this policy for Physical Damage Coverage. However, any such auto: 1. Will be covered only for the same Physical Damage Coverage that applies to your owned covered autos; 2. Will be subject to the same applicable deductible shown in the Declarations that applies to your most similar owned covered auto, except any Comprehensive Coverage deductible does not apply to loss caused by fire or lightning; and 3. The most we will pay for any one loss in any one accident is the lesser of the following: a. Actual Cash Value of the damaged or stolen property as of the time of the loss as determined by us; or b. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. In addition, we will pay costs and fees associated with such covered loss only for a maximum time period of seven days beginning with the date of loss, subject to a maximum of $500. However: (I) If form CA000 I is attached to this policy, this coverage does not apply to autos you lease, hire, rent or borrow from any of your employees, partners (if you are a partnership), members (if you are a limited li- ability company) or members of their households; and (2) If form CA0020 is attached to this policy, this coverage does not apply to any private passenger type auto you lease, hire, rent or borrow from any member of your household, any of your employees, partners (if you a.re a partnership), members (if you a.re a limited liability company), or a.gents or members of their households. Hired Auto Loss of Use Expenses Form CA000I (if attached to this policy), Section III -Physical Damage Coverage, A. Coverage, 4. Coverage Extension, b. Loss of Use Expenses; and form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, A. Coverage, 4. Coverage Extension, b. Loss of Use Expenses; is deleted and replaced by the following: b. For Hired Auto Physical Damage, we will pay expenses for which an Insured becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver, under a written rental contra.ct or agreement. We will pay for loss of use expenses if ca.used by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered auto; (2) Specified Ca.uses of Loss only if the Declarations indicate that Specified Causes of Loss is provided for any covered auto; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered auto. However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $1,000. F. Coverage Territory-Hired Auto 1. Form CA000!, (if attached to this policy), Section IV -Business Auto Conditions, B. General Conditions, 7. Policy Period, Coverage Territory, b.(5) is deleted and replaced by the following: CA7018 10-14 © 2014 Fireman's Fund Insurance Company, Novato, CA. All rights reserved. Page 3 of 9 (5) Anywhere in the world if a covered auto of the private passenger type is leased, hired, rented or bor- rowed without a driver for a period of 180 days or less, 2. Form CA0020 (if attached to this policy), Section V -Motor Carrier Conditions, B. General Conditions, 7. Policy Period, Coverage Territory, b.(5) is deleted and replaced by the following: (5) Anywhere in the world if a covered auto of the private passenger type is leased, hired, rented or bor- rowed without a driver for a period of 180 days or less, G. Communication Equipment Coverage Form CA000l (if attached to this policy), Section III -Physical Damage Coverage, C. Limits of Insurance, Paragraph l .b.; and form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, C. Limits of Insurance, Paragraph l .b.; is deleted and replaced by the following: b. All electronic equipment that reproduces , receives or transmits audio, visual or data signals in any one loss is $1,500, if, at the time of loss, such electronic equipment is: H. Tapes, Records, CDs and DVD Coverage The Physical Damage Coverage Section is amended as follows: 1. The exclusion referring to tapes, records, discs, or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment does not apply. 2. Under Comprehensive Coverage -Form CA000l (if attached to this policy), Section III-Physical Damage Coverage, A. Coverage; and form CA0020 (if attached to this policy), Section IV-Physical Damage Coverage, A. Coverage; the following is added: We will pay for loss to tapes, records, discs or other similar devices used with audio, visual or data elec- tronic equipment. We will pay only if the tapes, records, discs or other similar audio, visual or data elec- tronic devices: a. Are your property, or that of a family member; and b. Are in a covered auto at the time of a loss. The most we will pay for loss is $250. No deductible applies to this coverage. I. Personal Effects Coverage Form CA000 1 (if attached to this policy), Section III -Physical Damage Coverage, A. Coverage, 4. Coverage Extensions; and form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, A. Cover- age, 4. Coverage Extension; item c. is added as follows: c. Personal Effects Coverage We will pay up to $500 for loss for clothing items or other personal effects that are owned by an insured and are in a covered auto in the event of a covered loss. Personal Effects do not include audio visual or electronic devices, money, giftcards, securities, jewelry, or tools. This coverage is excess over any other collectible insurance. No deductible applies to this coverage. CA7018 10-14 © 2014 Fireman's Fund Insurance Company, Novato, CA. All rights reserved. Page 4 of 9 J. Airbag Coverage Form CA000I (if attached to this policy), Section III -Physical Damage Coverage, B. Exclusions, 3.a.; and form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, B. Exclusions, 3.a.; the following is added: However, mechanical breakdown does not mean the unintended discharge of an airbag, provided that any loss covered under this provision is excess over any other collectable insurance or warranty designed to cover such unintended discharge. K. Rental Reimbursement Form CA000I (if attached to this policy), Section III -Physical Damage Coverage, A. Coverage, 4. Coverage Extensions; and form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, A. Cover- age, 4. Coverage Extension; item d. is added as follows: d. Rental Reimbursement or Transportation Expenses If loss occurs to a covered auto described or designated in the Declarations or Schedule and covered for Physical Damage Coverage, we will pay for rental expenses for the rental of a similar replacement auto and additional transportation expenses, incurred by you. This payment applies in addition to the otherwise applicable amount of each coverage you have on the covered auto. No deductible applies to this coverage. However: (I) We will pay only for those expenses incurred by you that begin 24 hours after the covered loss. (2) We will cease paying for those expenses, regardless of the policy's expiration date, at the earlier of the following dates: (a) The number of days reasonably required to repair or replace the covered auto. If loss is caused by theft, this number of days is added to the number of days it takes to locate and return the covered auto to you; or (b) 45 days from the date this coverage begins. (3) Our payment is limited to the lesser of the following amounts: (a) Necessary and actual expenses incurred by you; or (b) $1,500. (4) This coverage does not apply while there are spare or reserve autos available to you for your oper- ations. (5) If loss results from the total theft of a covered private passenger type auto (if CA0020 is attached to this policy), or a covered private passenger auto (if CAOO0l is attached to this policy), we will pay under this coverage only that amount of your covered rental expenses or additional transportation expenses which are not already provided for under the Physical Damage Coverage Extensions. L. Extended Towing Coverage 1. Form CA000l (if attached to this policy), Section III -Physical Damage Coverage, A. Coverage, 2. Towing, is deleted and replaced by the following: CA7018 10-14 © 2014 Fireman"s Fund Insurance Company, Novato, CA. All rights reserved. Page 5 of 9 2. Extended Towing We will pay up to $750 per disablement for towing and labor costs you incur each time your covered auto is disabled. However: a. All labor must be performed at the place of disablement; and b. Jf the covered auto is of the private passenger type, no deductible applies; and c. If the covered auto is not of the private passenger type, our obligation to pay will be reduced by a $250 deductible per disablement. d. If the covered auto is not of the private passenger type and the disablement results from a loss covered under Section III -Physical Damage Coverage, A. Coverage, Paragraphs 1, a., b., or c., there is no separate deductible for the Extended Towing Coverage. For purposes of this coverage, disablement means a breakdown of the covered auto including me- chanical breakdown, engine failure, or tire blowout, where repairs cannot be made roadside and a tow is required to remove the auto from the roadway and to seek additional services and repair. 2. Form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, A. Coverage, 2. Towing -Private Passenger Autos, is deleted and replaced by the following: 2. Extended Towing We will pay up to $750 per disablement for towing and labor costs you incur each time your covered auto is disabled. However: a. All labor must be performed at the place of disablement; and b. If the covered auto is of the private passenger type, no deductible applies; and c. If the covered auto is not of the private passenger type, our obligation to pay will be reduced by a $250 deductible per disablement. d. If the covered auto is not of the private passenger type and the disablement results from a loss covered under Section IV -Physical Damage Coverage, A. Coverage, Paragraphs I, a., b., or c., there is no separate deductible for the Extended Towing Coverage. For purposes of this coverage, disablement means a breakdown of the covered auto including me- chanical breakdown, engine failure, or tire blowout, where repairs cannot be made roadside and a tow is required to remove the auto from the roadway and to seek additional services and repair. M. Cancellation -120 Days Notice If we cancel this policy for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured at the last mailing address known to us, written notice of cancellation at least 120 days prior to the effective date of cancellation. N. Supplementary Payments -Increased Limits Section II -Covered Autos Liability Coverage, 2. Coverage Extensions, a. Supplementary Payments, items (2) and (4) are deleted and replaced by the following: (2) Up to $2,500 for the cost of bail bonds (including bonds for related traffic law violations) required because of an accident we cover. We do not have to furnish these bonds. CA7018 10-14 © 2014 Fireman's Fund Insurance Company, Novato, CA. All rights reserved. Page 6 of 9 (4) All reasonable expenses incurred by the insured at our request, including substantiated loss of earnings up to $500 a day, because of time off from work. 0. Duties In The Event Of Accident, Claim, Suit Or Loss -Amended Form CA000l (if attached to this policy) Section IV -Business Auto Conditions, A. Loss Conditions, item 2. a.; and form CA0020 (if attached to this policy) Section V -Motor Carrier Conditions, A. Loss Conditions, item 2. a.; is deleted and replaced by the following: a In the event of accident, claim, suit or loss, you must promptly notify us or our authorized representative when it becomes known to: (1) You, ifyou are an individual; (2) Your partner or member, if you are a partnership or joint venture; (3) Your member, if you are a limited liability company; (4) Your executive officer if you are an organization other than a partnership, joint venture or limited li- ability company; or ( 5) Your authorized representative or insurance manager. Knowledge of an accident, claim, suit or loss by other persons does not imply that the persons listed above have such knowledge. Notice should include: (a) How, when and where the accident or loss occurred; and (b) The insured'sname and address; and (c) To the extent possible, the names and address of any injured persons and witnesses. P. Unintentional Failure to Disclose Hazards Form CA000l (if attached to this policy), Section IV -Business Auto Conditions, B. General Conditions, item 2.; and form CA0020 (if attached to this policy), Section V -Motor Carrier Conditions, B. General Conditions, item 2.; the following is added: However, ifyou unintentionally fail to disclose any hazards existing at the inception date of this policy, we will not deny coverage under this Coverage Form because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. Q. Fellow Employee Coverage Section II -Covered Autos Liability Coverage, B. Exclusions, 5. Fellow Employee, the following is added: However, this exclusion does not apply if the bodily injury results from the use of a covered auto you own or hire, and provided that any coverage under this provision only applies in excess over any other collectible insurance. R. Limited Mexico Coverage WARNING AUTO ACCIDENTS IN MEXICO ARE SUBJECT TO THE LAWS OF MEXICO ONLY -NOT THE LAWS OF THE ill-iITED STATES OF AMERICA. THE REPUBLIC OF MEXICO CONSIDERS ANY AUTO ACCIDENT A CRIMINAL OFFENSE AS WELL AS A CIVIL MA TIER. CA7018 10-14 © 2014 Fireman's Fund Insurance Company, Novato, CA. All rights reserved. Page 7 of 9 IN SOME CASES THE COVERAGE PROVIDED HERE MAY NOT BE RECOGNIZED BY THE MEXICAN AUTHORITIES AND WE MAY NOT BE ALLOWED TO fMPLEMENT THIS COVER- AGE AT ALL IN MEXICO. YOU SHOULD CONSIDER PURCHASING AUTO COVERAGE FROM A LICENSED MEXICAN INSURANCE COMPANY BEFORE DRIVING IN MEXICO. THIS ENDORSEMENT DOES NOT APPLY TO ACCIDENTS OR LOSSES WHICH OCCUR OUT- SIDE OF 25 MILES FROM THE BORDER OF THE IDITTED STATES OF AMERICA. Form CA000l (if attached to this policy), Section IV -Business Auto Conditions, B. General Conditions, item 7.; and form CA0020 (if attached to this policy), Section V -Motor Carrier Conditions, B. General Conditions, item 7.; the following is added: The coverage territory is extended to include Mexico, but only: (i) For accidents or losses occurring within 25 miles of the United States border; and (ii) For trips into Mexico of IO days or less; and (iii) If the covered auto is principally garaged and principally used in the United States; and (iv) If the insured is a resident of the United States. If a loss to a covered auto occurs in Mexico, we pay for such loss in the United States. If the covered auto must be repaired in Mexico in order to be driven, we will not pay for more than the actual cash value of such loss as determined by us at the nearest United States point where the repairs can be made. Any insurance provided under this provision will be excess over any other collectible insurance. S. Extended Glass Coverage Form CA000l (if attached to this policy), Section III -Physical Damage Coverage, A. Coverage, item 3.a.; and form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, A. Coverage, item 3.a.; is deleted and replaced by the following: a. Glass breakage. If glass must be replaced, the deductible will be $100 or the deductible shown in the Declarations, whichever is less. If glass can be repaired and is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass repaired rather than replaced. T. Broadened Definition of Bodily Injury Form CA000l (if attached to this policy), Section V -Definitions, item C.; and form CA0020 (if attached to this policy), Section VI -Definitions, item C.; is replaced by the following: C. Bodily injury means bodily injury, sickness or disease sm,'ta.ined by a person including death or mental anguish resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease. U. Customer Lease or Loan Physical Damage Coverage Extension Form CA000l (if attached to this policy), Section III -Physical Damage Coverage, C. Limits oflnsurance; and form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, C. Limits of Insurance; item 4. is added as follows: 4. If your covered owned auto is: (1) Shown in the Schedule and designated as covered for Physical Damage Coverage; and (2) Shown in this policy as having a loss payee or additional insured-lessor; and CA7018 10-14 © 2014 Fireman's Fund Insurance Company, Novato, CA. All rights reserved. Page 8 of 9 (3) Incurs a covered total loss; we will pay the greater of: (a) The actual cash value, as determined by us, of the damaged or stolen property as of the time of the total loss; or (b) The outstanding indebtedness under the initial finance agreement for the covered auto and its equip- ment. As used here, outstanding indebtedness means the amount you owe on the finance agreement at the time of total loss: (i) Less any amounts representing taxes, overdue payments, penalties, interest, or charges resulting from overdue payments, additional mileage, excess wear and tear, or lease tennination fees; and (ii) Less any administrative costs or overhead fees assessed by the finance company who has leased the covered auto to you; and (iii) Less security deposits not returned by the lessor; and (iv) Less costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (v) Less carry-over balances from previous loans or leases. V. Two or More Deductibles I. Section III -Physical Damage Coverage D. Deductible, of fonn CAO00I (if attached to this policy), the following is added: If another Fireman's Fund Insurance Company policy or coverage form that is not an automobile policy or coverage form applies to the same accident or loss, the following applies: (I) If the deductible under this Business Auto Coverage Form is the lesser (or least) deductible, it will be waived. (2) If the deductible under this Business Auto Coverage Form is not the lesser (or least) deductible, it will be reduced by the amount of the lesser (or least) deductible. 2. Section IV -Physical Damage Coverage, D. Deductible of form CA0020 (if attached to this policy), the following is added: If another Fireman's Fund Insurance Company policy or coverage form that is not an automobile policy or coverage form applies to the same accident or loss, the following applies: (1) If the deductible under this Motor Carrier Coverage Form is the lesser (or least) deductible, it will be waived. (2) If the deductible under this Motor Carrier Coverage Form is not the lesser (or least) deductible, it will be reduced by the amount of the lesser (or least) deductible. All other terms and conditions of the policy remain unchanged. CA7018 10-14 © 2014 Fireman's Fund Insurance Company, Novato, CA. All rights reserved. Page 9 of 9 TRAN1477 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 1 PROJECT NO. 3492,3886,3949,5027 (AGUA HEDIONDA SEWER LIFT STATION AND VISTA/CARLSBAD INTERCEPTOR SEWER) This and Fee Allotment, is entered into on -=:--:-=-:~~~~~=---*"='~~.e:...L..~-..,...-,.-:::-o---"7""' pursuant to an Agreement between BUTlER ENGINEERING INC., " ntractor") and the City of Carlsbad, ("City") dated September 29, 2016, (the "Agreement"), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide construction management and inspection services in accordance with the "Project Engineer's Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and the proposal dated March 30, 2017, ("proposal"), attached as Appendix "A" for the Agua Hedionda Sewer Lift Station and Vista/Carlsbad Interceptor Sewer project, (the "Project"). The Project services shall include owners representation, inspection and construction management services as outlined in the proposal. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City's Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within 5 working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within 360 calendar days thereafter. Working days are defined in section 6-7.2 "Working Day" of the Standard Specifications for Public Works Construction (Green Book). In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR II II Contractor's compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties' intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix "A", will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $122,500. City Attorney Approved Version 8/3/16 TRAN1477 4. PREVAILING WAGE RATES Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. TABLE 1 FEE ALLOTMENT CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES AGUA HEDIONDA SEWER LIFT STATION AND VISTA/CARLSBAD INTERCEPTOR SEWER, PROJECT NOS. 3492,3886,3949,5027 TASK GROUP Rate Hours TIME & MATERIALS Construction Management & $140.00/hr 875 $122,500 Inspection Services TOTAL (Not-to-Exceed) II II II II II II II II II II $122,500 City Attorney Approved Version 8/3/16 2 TRAN1477 CONTRACTOR If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California By: APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ---'-~-------,-----=----:::;~p..._.__ Deputy City Attorney Date: --~+j_e;-1-/_t ....;_1-__ _ I I City Attorney Approved Version 8/3/16 3 Exhibit A BUTlER 4 4. SCOPE OF WORK Project Understanding The Butier Team is proposing to provide Owner's Representative services to the City of Carlsbad for the Agua Hedionda Sewer Lift Station and Vista/Carlsbad Interceptor Sewer Project. Butier understands the City's specific project goals and objectives to be as follows: City Services I Deliverables The main services and project deliverables that the City has requested include: Task 1-Project Controls • Progress Reports: Prepare a weekly and monthly written summary report with pictures of the project on a weekly basis for the City's internal review. The summary report will provide details of the entire project, including costs to date citing the status of time and costs associated with the project; reconciliation of contract time, work progress, and manpower usage by the Contractor; and key issues addressed or arising from the project requiring resolution. • Cost and Budget: Establish a cost control system for monitoring and updating the status of the costs and budget throughout the project. The project has a specific cost sharing responsibility by the City of Carlsbad on each reach that will require monitoring each month. Task 2-Meetings • Project Meetings: Attend bi-weekly job site progress meetings involving the project team and any other meetings involving project stal<eholders. 5 Exhibit A .:;.~Jrt.hi!V$Represemative Services During Construction of Agua Hedionda Sewer Lift Station and Vista/Carlsbad Interceptor Sewet , Roaches VC11B· VC15 Task 3-Submittals • Submittals: Submittal tracking will be monitored and status of submittals will be known at all times. The submittal logs will be updated weel<ly and reviewed at progress meetings. Task 4-Construction Schedule • Progress Schedule Review: Ensure that a two-week look-ahead schedule is developed in coordination with the Contractor and provided bi-weekly at progress meetings. Evaluate and monitor the construction schedule and progress for the overall project and update the schedule to reflect actual progress and changes. Slippage of any contract activities on the critical path, as well as time sequence problems, will be identified early so that the construction management team may take corrective action, if possible. The Contractor should be required to re-evaluate the logic of his original schedule and resubmit revised planning should the original plan be ineffective or not followed. TheRE will notify the City and Contractor when actual progress is behind. Task 5-Request for Change 1 Change Orders I Claims • Change Order Review: Review the claim documentation in detail and compile complete records to begin the evaluation. To supplement the technical and contractual evaluation of the claim, the Butier representative will work closely with City staff to assess the risk of exposure and to determine an appropriate response to the claim. SCOPE OF WORK .. {City of Carlsbad C a l i f o rn i a • Negotiate and Resolve Claims: The evaluation results and recommendations will be forwarded to the City's Project Manager. The recommendation may suggest a negotiated settlement (in which case a settlement strategy would need to be established), or may confirm the original results of the change order evaluation (in which case the claim would be denied and the dispute acknowledged.) • Change Order Expediting: Assist and support the City in analyzing, responding to, negotiating, and resolving claims and disputes, including written responses to the Contractor. After equitable resolution is reached, the Butier representative will expedite approval of the negotiated change order. Task 6-Progress Payments • Progress Payment Review: The Butier representative will receive, check, and verify all Contractor monthly progress payment requests and other project- related invoices based upon the cost- loaded schedule. The progress payment worksheet will be based on an approved schedule of values. Progress pay requests will be checked against the approved schedule of assigned values and actual in- place quantities verified at the end of the pay period. Task 7-Ensure Compliance with CWSRF Requirements • Confirm DBE Compliance utilizing the following "Six Good Faith Efforts:" 1. Ensure DBEs are made aware of contracting opportunities to the fullest extent practical through outreach and recruitment activities. For Tribal, State and Local Government Recipients, this will include placing DBEs on solicitation lists and soliciting them whenever they are potential sources. 2. Make information on forthcoming opportunities available to DBEs. Posting solicitations for bids or 6 Exhibit A City of Carlsbad Owner's Representative Services During Construction of Agua Hedlonda Sewer Lift Station and Vista/Carlsbad Interceptor Sewer Reaches VC11B-VC15 proposals for a minimum of 30 calendar days before the bid opening date. 3. Consider in the contracting process whether firms competing for large contracts could subcontract with DBEs. 4. Encourage contracting with a group of DBEs when a contract is too large for one firm to handle individually. 5. Use the services and assistance of the SBA and Minority Business Development Agency (MBDA) of the US Department of Commerce. 6. If the prime contractor awards subcontracts, require the prime contractor to take the above steps. • Confirm Davis Bacon Requirements are Met 1. Verify Certified Payroll Complies with the Davis Bacon minimum wage rates 2. Perform audit during monthly progress payment review • Confirm American Iron & Steel Requirements are Met 1. Verify products made primarily from iron and steel are produced in America. 2. Audit product submittals and material test reports • Review and monitor the enforce requirements stipulated in permits issued by regulatory agencies and the environmental documents as shown or referenced in the mitigation monitoring reporting program. SCOPE OF WORK TRAN1477 AMENDMENT NO. 1 TO MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES BUTlER ENGINEERING, INC. ent No.1 is entered into and effective as of the ~Y of -----------:------1'---'-~~=->t-----' 20B:'amending the agreement dated September 29, 2016 (the "Agreement by a between the City of Carlsbad, a municipal corporation, ("City"), and BUTlER ENGINEE G, INC., ("Contractor") (collectively, the "Parties") for as-needed construction management and inspection services for civil engineering/horizontal projects. RECITALS A. The Parties desire to alter the Agreement's original scope of work to reduce the annual dollar amount of the Agreement by three hundred thousand dollars ($300,000) for a revised Agreement amount of five hundred thousand dollars ($500,000), and reduce subsequent extensions per the original Agreement by three hundred thousand dollars ($300,000); and B. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed five hundred thousand dollars ($500,000). 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed five hundred thousand dollars ($500,000). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by September 29,2017. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version 9/27/16 TRAN1477 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: J3 By: ~ ~ =n1 /~L!(J. (sign here) ~ttH II/ Ma)IOf MAf2K M 8u Itt~() ;·(2 PKe)lDC2fJ t (print name/title) ATTEST: Barbara Engleson I City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ~..LUi&\) eputy Crty Attorney City Attorney Approved Version 9/27/16 2 Exhibit A EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed horizontal construction management and inspection services in accordance with the city's Request for Qualifications with Fee Proposal dated April 20, 2016. The agreed upon billing rates for services outlined in said proposal are attached hereto. Any rate increases are subject to negotiation and approval by city staff. If the use of subcontractors is approved by the City, they shall be billed at cost plus 10%. City of Carlsbad-RFQ No. #16-10 As-Needed Horizontal Construction Management & Inspection Services BUTlER Fee Schedule 5/16/16 Unburdened OT Rate Classtflcatton Ftrm Hourly Rate Mulhplter Hourly Rate Premtum OT Rate 1 5 2 0 Construction Management & ln&p6etion S.rvices Project Manager Butler $75.00 2.81 210.75 Project Director Butler 564.00 2.81 179.84 Construction Manager Butler $70.50 2.81 198.11 Resident Engmeer Butler 584.00 2.81 179.84 Senior Scheduler ButJer $70.50 2.81 198.11 Senior Estimator Butler $70.50 2.81 198.11 Field Engtneer ./ ButJer $58.00 2.81 162.98 ~ Lead Inspector Butier $51.00 2.81 143.31 $ 25.50 $ 168.81 $ 167.79 Civil Inspector Butier $48.00 2.81 134.98 $ 24.00 $ 158.88 $ 154.63 Mechanlcallnspecror ButJer $48.00 2.81 134.88 $ 24.00 $ 158.88 $ 154.63 Elec1rical Inspect()( Butler $52.00 2.81 146.12 26.00 $ 172.12 $ 154.63 Field Technical Support Butler $44.00 2.81 123.64 22.00 $ 145.64 $ 171.08 Office Engineers I Project Coordinators Butler $30.00 2.81 84.30 $ 15.00 $ 99.30 $ 98.70 Senior Electrical Engineer ButJer $80.00 2.81 s 224.80 Technical Support-Ciatms Butler $75.00 2.81 210.75 Computer TechJ Field Document Control Butler $34.00 2.81 95.54 Computer Prog./ Ne1w0r1< Butler $52.00 2.81 146.12 City Attorney Approved Version 9/27/16 3 MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES (BUTlER ENGINEERING, INC.) THIS AGREEMENT is made and entered into as of the ~ day of ~loM 0f.o , 201\., by and between the CITY OF CARLSBAD, a municipal ccrpoation, hereinafter referred to as "City", and BUTlER ENGINEERING, INC., a California Corporation, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of an engineering firm that is experienced in inspection and construction management for civil engineering/horizontal projects. B. Contractor has the necessary experience in providing professional services and advice related to inspection and construction management of private as well as municipal projects. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOpE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. The City Manager may amend the Agreement to extend it for three additional one year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten ( 1 0) days after receipt of notification to proceed by City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City City Attorney Approved Version 6/9/15 inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed eight hundred thousand dollars ($800,000) per Agreement year. If the City elects to extend the Agreement, the amount shall not exceed eight hundred thousand dollars ($800,000) per Agreement year. Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INPEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct 2 City Attorney Approved Version 6/9/15 or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 1 0.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 1 0.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 1 0.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 1 0.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 1 0.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1 0.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 3 City Attorney Approved Version 6/9/15 1 0.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1 0.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORQS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF QOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: Name {/A-/ Y\ L Lu}; ;:y; Title /)cfln; fvh f/c lJ~ For Contractor: / f) A Name yv'\~~~l\---~"\A-P ,~,- ih '(l.~ ,t__ Title ---urlc{c:\ ; 4 City Attorney Approved Version 6/9/15 Dept CITY OF f:LSBAD Address lv 3c( ~(n~ fb'e. Ph C,.,y t ~ ~ .,J CA+ 1.to o<¥ one ::t(p o · &o l ·,2.~5" 1 Address Phone Email Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. PISCRIMINATION ANP HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. PISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten ( 1 0) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of 5 City Attorney Approved Version 6/9/15 work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS ANP LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISPICTIONS ANP VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS ANP ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 6 City Attorney Approved Version 6/9/15 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this l \ day of {4\.)f;,us;.( , 20 \k, . CONTRACTOR By: (sign here) Mf\0.1"( M· B'JTIEI(. PRESIOE-~T (print name/title) By: ~ ~ (sign herl) --.... ·-~~~~. VV'-'~ (print name/title) " vt""~ CITY OF CARLSBAD, a municipal corporation of the State of California r / '~ By: . t1 ' «:4 =;; [IN-it.'r T1TC6F PERSON AUTHORIZED TO SIGN (City Merrager or Mayor or Di·oisiorr Dir eeter as authorized by the City Manager)] ATTEST: Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: {:_k_~ ----~~~~~--~-------Assiste~nt City Attorney ~P-'-ty MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES (BUTlER ENGINEERING, INC.) 7 City Attorney Approved Version 6/9/15 I EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed horizontal construction management and inspection services in accordance with the city's Request for Qualifications with Fee Proposal dated April 20, 2016. The agreed upon billing rates for services outlined in said proposal are attached hereto. Any rate increases are subject to negotiation and approval by city staff. If the use of subcontractors is approved by the City, they shall be billed at cost plus 10%. BIJ City of Carlsbad-RFQ No. #16-10 As-Needed Horizontal Construction Management & Inspection Services IER Fee Schedule 5/16/16 Unburdened 0 f Rate Cla~slfl( .atton F1rm Hourly Rate Mu1t1pher HotHiy Rate Prem1um OT Rate 1 5 2 0 Construction Management & Inspection Services Project Manager Butler $75.00 2.81 210 ~~ Project 01rector Butier $64 00 2.81 119.84 Construction Manager Butler $70.50 2.81 198 11 Res1dcnt Engmeer Butier $64.00 2 81 17984 Sen1or Scheduler Butler $70.50 2.81 108.11 Sen1or Estnnctor Butier $70.50 2.81 s 198 II F 1ttld En91neer Butier $58.00 2.81 s 162 98 Leac : nspeclor Butier $51 00 2 81 s 143 31 s 2o.so $ 168 81 $ 167 7~ CIVIl inspector Butier $48 00 2.81 s 134.88 $ 24.00 $ 158 88 154.63 Mechanical inspector Butier $48.00 2 HI s 134 88 $ ?4 00 158 88 154 63 Electncal Inspector Butier $52.00 2.81 s 146.12 $ 26.00 172.12 154.63 F1eld TechnK.al Support Butler 544.00 2.81 $ 123.64 $ 2200 $ 145.64 $ 111.08 Office E.rgineers ' Project CoonJin<:~tors Butier $30.00 2.81 s 84 30 $ 15 00 $ 99.30 $ 98.10 Sen1or Electncal Engineer Butler S80.UO 2.81 s n4BO Techmcal Support-Cia•ms Butier $75 00 2.81 s 210.75 Curn!Juler Teen..! ~•eld Document Control Butler $34 00 2 81 9~ 54 Computor Prog · Network Butler S52 on 2 81 146 12 8 City Attorney Approved Version 6/9/15 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT County of ~~ ~-lf-/P beforemk~/Jt.~s -mc~/v, f17F~i,j( 7J?. /lu_;e;zame and title of the officer) ~;;~ On personally appeared who proved to me on the basis of satisfactory evidence to ~e person~hose nam~e s~cribed to the within instrument and acknow~ed to me that(!l,etshe/they executed the same in ~er/their authorized capacity(ies), and that by is er/their signaturetsr on the instrument the perso~or the entity upon behalf of which the person~c d, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. I. Signatur (Seal) OPTIONAL INFORMATION Although the information in this section is not required by law, it could prevent fraudulent removal and reattachment of this acknowledgment to an unauthorized document and may prove useful to persons relying on the attached document. Description of Attached Document The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose of tn/lft/ 4.& r ~u~ fbt-JZWrtri {!pAJmflt{!Tloll/ 'mar;U~~~ containing f' pages, and dated j -//-/ k The signer(s) capacity or authority is/are as: D lndividual(s) ~~:n~~~:r(s) __ ,_/1_v-_~_S_t_cleA: __ _!.r ___________ _ D Guardian/Conservator D Partner-Limited/General D Trustee(s) D Other: Title(s) -------------------------- representing: --------,~--;-;-~---;-;-----;c~~--;c-------:--;;-----c----- Name(s) of Person(s) or Ent1ty(1es) S1gner is Representing Method of Signer Identification Proved to me on the basis of satisfactory evidence: Lo form(s) of identification 0 credible witness(es) Notarial event is detailed in notary journal on: Page # .J 0 Entry# J Notary contact fll9 ott-t/1~ I Other D Additional Signer(s) Signer(s) Thumbprint(s) D --------------- ©Copyright 2007-2014 Notary Rotary, Inc PO Box 41400, Des Momes, lA 50311-0507. All Rights Reserved Item Number 101772. Please contact your Authorized Reseller to purchase cop1es of th1s form A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. ACKNOWLEDGMENT OF NOTARY PUBLIC State of California } } County of Orange } On August 12, 2016, before me, Cynthia L. Gillespie, a notary public, personally appeared MARK M. BUTlER, JR., who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. CYNTHIA L. GILLESPIE Commission # 2096843 < . -,; Notary Public • California ~ z ~ 0 > z " Orange County ~ t ~··: ·;·; wMJ eorr~·JX]i[!s}tbJJOJtl ~~~~